Legal News

The FTC, and antitrust enforcement in general, are having their moment. For example, in early January the Supreme Court heard oral arguments in AMG Capital Management v. Federal Trade Commission, a case questioning the FTC’s authority to require defendants to pay restitution for money obtained as the result of illegal activities. In that case there is significant doubt about whether the Court will uphold the FTC Act’s Section 13(b) provision allowing for the FTC to obtain this equitable relief...

Lower jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended, are scheduled to be published by the Federal Trade Commission (“FTC”) tomorrow. The FTC revises the thresholds annually based on changes in the gross national product. The new thresholds will be effective 30 days after publication, and will apply to all transactions closing on or after that date....By: Mintz - Antitrust Viewpoints

Recent M&A Activity - December 1, 2020: EAPC Wind Energy, a subsidiary of EAPC Architects Engineers, was acquired by Westwood Professional Services for an undisclosed amount. EAPC offers engineering and consulting services to wind farm developers. Westwood is a national surveying and engineering services provider for renewable energy and public infrastructure....By: Mintz - Energy & Sustainability Viewpoints

The Federal Trade Commission’s (“FTC”) recent winning streak in its ongoing challenges of hospital and physician mergers has, at least for now, ended in a Philadelphia U.S. district court. After six days of evidentiary hearings, in a 62-page opinion, Judge Gerald Pappert denied the FTC’s and Pennsylvania Attorney General’s request to preliminarily enjoin a proposed merger between Thomas Jefferson University (“TJU”) and the Albert Einstein Healthcare Network (“Einstein”)....By: Mintz - A...

Recent M&A Activity: October 1, 2020: Smart Building Technologies was acquired by Fidelity Building Services Group for an undisclosed amount. Smart Building Technologies offers solutions for building automation systems by monitoring and correcting areas of an existing system that are losing heat and energy....By: Mintz - Energy & Sustainability Viewpoints

Today, the SEC published in the Federal Register a proposed notice of an exemptive order (the “Proposal”) that would, subject to limitations and conditions discussed below, exempt certain individuals seeking to find investors for private companies, unregistered funds and other non-reporting issuers ("Finders") from federal broker-dealer regulation requirements. Among other things the Proposal would allow Finders to earn commissions or other transaction-based compensation. Although not targeted...

On September 29, 2020, Judge Sarah Pitlyk, a 2019 Trump appointee to the Eastern District of Missouri, granted the Federal Trade Commission’s request for a preliminary injunction barring two thermal coal producers, Arch Resources and Peabody Energy Corporation, from creating a joint venture of their Wyoming coal mining facilities. The case is instructive for multiple reasons, including as a reminder that Section 7 of the Clayton Act is not limited to acquisitions, but can be used to challenge.....

Over the summer, we wrote about why health care companies may want to consider buying assets out of bankruptcy, taking advantage of the Bankruptcy Code Section 363 sale process (a “363 Sale”). We are back with our second post, to provide more detail to the process and discuss some pros and cons of 363 Sales. As a refresher, a 363 Sale couples a flexible and fast process with ample liability protection for willing buyers......By: Mintz - Bankruptcy & Restructuring Viewpoints

In February 2020, the IRS issued Notice 2020-12, which provides long-awaited guidance on when a “qualified facility” or carbon capture equipment, in each case within the meaning of section 45Q, is considered to have “begun construction.” This question is of paramount significance because section 45Q allows a carbon capture credit for carbon oxide that is captured using carbon capture equipment that is originally placed in service at a qualified facility, and a qualified facility means an...B...

This two-part blog series discusses why buyers looking to make strategic purchases in the health care industry might want to take advantage of the Bankruptcy Code Section 363 sale process (363 Sale) and the pros and cons of buying assets out of bankruptcy through a 363 Sale. Beginning in March, COVID-19 upended equity markets and forced health care businesses to take on more debt. Even with extensive stimulus programs, many businesses (including health care businesses) will not survive the...By...